Bed, Bath and Beyond 2008 Annual Report Download - page 54

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BED BATH & BEYOND PROXY STATEMENT
52
Amendment and Termination
Subject to the rules referred to in the balance of this paragraph, the Board of Directors or a Committee consisting solely of two
or more non-employee directors may at any time amend, in whole or in part, any or all of the provisions of the 2004 Plan, or sus-
pend or terminate it entirely, retroactively or otherwise. Except to correct obvious drafting errors or as required to comply with
applicable law or accounting rules, no such amendment may reduce the rights of a participant with respect to awards previously
granted without the consent of such participant. In addition, without the approval of shareholders, no amendment may be made
that would: increase the aggregate number of shares of common stock that may be issued under the 2004 Plan; increase the
maximum individual participant share limitations for a fiscal year or year of a performance period; change the classification of
individuals eligible to receive awards under the 2004 Plan; extend the maximum option term; decrease the minimum exercise price
of (i.e., reprice) any award; materially alter the performance goals; or require shareholder approval in order for the 2004 Plan to
continue to comply with Section 162(m) of the Code or to satisfy applicable NASDAQ rules.
Nontransferability
Except as the Committee may permit, at the time of grant or thereafter, awards granted under the 2004 Plan are not transferable
by a participant other than by will or the laws of descent and distribution. Shares of common stock acquired by a permissible
transferee shall continue to be subject to the terms of the 2004 Plan and the applicable award agreement.
Outstanding Awards
During fiscal 2008, the following awards were granted under the 2004 Plan to each of the named executive officers, all current
executive officers as a group, all non-employee directors as a group and all other employees, respectively:
Number of Shares
Number of Shares Underlying Restricted
Name and Principal Position Underlying Options Stock Awards
Warren Eisenberg 81,367 60,846
Co-Chairman
Leonard Feinstein 81,367 60,846
Co-Chairman
Steven H. Temares 374,288 73,015
Chief Executive Officer
Arthur Stark 41,029 30,423
President and Chief Merchandising Officer
Eugene A. Castagna 41,029 22,817
Chief Financial Officer and Treasurer
All Executive Officers as a Group (6 persons) 660,109 270,764
Non-Employee Directors as a Group (reflects automatic grants) 0 14,024
All Other Employees 123,087 1,091,742
The terms and number of awards to be granted in the future under the 2004 Plan are to be determined at the discretion of
the Committee. Since all such futureawards have not yet been determined, the benefits or amounts that will be received by or
allocated to the Company’s executive officers or other eligible employees or consultants cannot be determined at this time.